Exhibit 4.1


 


2018 Stock Compensation Plan


 


1.  Purpose. The purpose
of this Plan is to provide compensation in the form of common stock (“Common Stock”) of Freedom Leaf Inc. (the “Corporation”)
to eligible employees and consultants that have previously rendered services or that will render services during the term of this
2018 Stock Compensation Plan (hereinafter referred to as the “Plan”).


 


2.  Administration.


 


(a)  This Plan shall be administered
by the Corporation’s Board of Directors who may from time to time issue orders or adopt resolutions, not inconsistent with
the provisions of this Plan, to interpret the provisions and supervise the administration of this Plan; provided, however, that
no grant pursuant to this Plan shall be effective unless approved by a majority of the Corporation’s independent directors. 
Subject to the Corporation’s Bylaws, all decisions made by  the  Directors  in  selecting  eligible 
employees (“Employees”) or consultants (“Consultants”), establishing the number of shares, and construing
the provisions of this Plan shall be final, conclusive and binding on all persons including the Corporation, shareholders, employees
of the Corporation, and Consultants.


 


(b)  The Board of Directors may
from time to time appoint a Plan Committee, consisting solely of independent directors, none of whom shall be eligible to participate
in the Plan while members of the Committee. The Board of Directors may delegate, but shall not be obligated to delegate, to such
Committee power to select the particular Employees and Consultants that are to receive shares, and to determine the number of shares
to be allocated to each such Employee or Consultant.


 


(c) If the Securities and Exchange Commission
(“SEC”) rules and or regulations relating to the issuance of Common Stock under a Form S-8 should change during the
terms of this Plan, the Board of Directors shall have the power to alter this Plan to conform to such changes.


 


3.  Eligibility.  Shares
shall be granted only to Employees and Consultants that are within a proper class for which Form S-8 is proper and applicable.


 


4.  Shares Subject to the
Plan.  The total number of shares of Common Stock to be subject to this Plan is 5,000,000. The shares subject to
the Plan will be registered with the SEC on a Form S-8 Registration Statement.  The number of shares subject to the Plan
may be increased by the approval of the board of directors, provided, that such approval includes the approval of a majority of
the independent directors, if any.


 


5.  Death of Consultant.
If an Employee or Consultant dies while he is an employee or consultant, respectively, of the Corporation or of any subsidiary,
or within 90 days after such termination, the shares, to the extent that the Employee or Consultant was to be issued shares under
the Plan, may be issued to his personal representative or the person or persons to whom his rights under the Plan shall pass by
his will or by the applicable law or descent and distribution.


 

6.  Termination of Consultant.  If an Employee or Consultant shall cease to be retained by the Corporation
for any reason (including retirement and disability) other than death after he shall have continuously been so retained for his
specified term and shares are to be issued for future services, Consultant shall be entitled to received his pro-rata number of
shares for services already rendered; provided, that if the shares shall have been issued for services previously rendered or
rendered prior to the date of termination, the Consultant shall have the absolute right to the shares.


 


7.  Termination of the Plan.  This
Plan shall terminate upon the issuance of all shares available under the Plan or as otherwise terminated by the Board of Directors.


 


8.  Effective Date of the
Plan.  This Plan shall become effective upon its adoption by the Board of Directors.